Brandcrowd - Special Terms and Conditions


Brandcrowd - Special Terms and Conditions

These terms and conditions are the “Special Terms and Conditions” that apply to the Brandstack Site.  Together with the Common Terms of Use, they govern the use of the Brandstack Site. 

Please carefully read these Special Terms and Conditions as well as the Common Terms of Use, before using the Brandcrowd Site.

In using Our Services, You may also be entering into a separate contract with other users of Our Services.  These circumstances are described in clause 6.


1 Registering on the Brandcrowd Site 

1.1 When registering to use the Brandcrowd Site and Brandcrowd Services, You must register yourself as either a “Designer” or a “Client”.  

2 Brandcrowd Service 

2.1 The Brandcrowd Service is an online offering where Designers can upload their Works to the Brandcrowd Site which Clients may then seek to purchase, in each case in accordance with this Agreement. 

2.2 For a Designer, the Brandcrowd Service includes the ability to:

(a) create and modify a profile for that Designer; 

(b) submit Works through the Brandcrowd Site; 

(c) sell Works through the Brandcrowd Site; and

(d) adertise Domain Names for sale on the Brandcrowd Site.

2.3 For a Client, the Brandcrowd Service includes the ability to:

(a) purchase Works from Designers through the Brandcrowd Site;

(b) purchase the rights to Domain Names associated with Works through the Brandcrowd Site.

3 Designer and Client Obligations 

3.1 Works: Designer may post their Works to the Brandcrowd Site.  All Works posted to the Brandcrowd Site will be eligible for purchase by Clients unless You tell Us they are not for sale. Designer may remove any of their Works from the Brandcrowd Site if those Works have not been purchased.

3.2 Selling Domain Name rights: Designers may also advertise for sale, on the Brandcrowd Site, the rights to Domain Names which are associated with their Works and that the Designer holds.

3.3 Purchasing Works: Client may purchase Works that are listed on the Brandcrowd Site as eligible for purchase.  

3.4 Purchasing Domain Name rights: If purchasing a Work, Client may also purchase the Domain Name rights associated with such Work where the Brandcrowd Site indicates such Domain Name rights are available for purchase. The Designer is solely responsible for transferring all relevant rights in that Domain Name to the Client. 

3.5 Revisions to Works: Client may request Designer makes Revision(s) to the Work(s) before the Client purchases such Work(s).  Designer may, in its own discretion, decide whether or not it will perform such Revision(s) and whether it will request payment of a fee for such Revision(s), regardless of whether the Client ultimately purchases such Work.  The Designer must not commence any revision work that requires payment without the prior authorisation of the Client.

3.6 Necessary rights: 

(a) Designers are solely responsible for ensuring that they have all the rights necessary to sell their Works and Domain Names which they offer for sale on the Brandcrowd Site.

(b) Clients are solely responsible for ensuring that, if they purchase any Works or Domain Name rights, they will have all necessary rights to use such Domain Name and Works (including, for example, being able to register such Works as a trademark).  

3.7 Indemnity:

If You are:

(a) a Designer who offers Works or Domain Name rights for sale on the Brandcrowd Site; or

(b) a Client who purchases Works or Domain Name rights which are offered for sale on the Brandcrowd Site,

then You indemnify and hold Us (and Our directors and employees), harmless against all loss, damage, liability, costs and expenses (including legal costs) suffered or incurred by Us:

(c) in respect of any claim or demand made by any person in connection with those Works and Domain Names or Your use of those Works and Domain Names; and

(d) in respect of any claim that the Works or Domain Names infringes the Intellectual Property Rights of any person.

4 Acknowledgements and Warranties

4.1 Designer acknowledges it shall not receive any payment for any of its submitted Work(s) unless the Client makes payment to Us in respect of such Work(s).

4.2 Without limiting any other warranties given by Client under this Agreement, Client must only use the Brandcrowd Site where its genuine good faith intention is to purchase a Work from a Designer. Client must not use the Brandcrowd Service to generate ideas and to use these ideas with no intention of purchasing any Work.

4.3 Designers and Clients acknowledge that We are not responsible for any Works or Domain Names offered for sale on the Brandcrowd Site, and in particular:

(a) We do not have any interest in any Works or Domain Names which Designers may offer for sale on the Brandcrowd Site;

(b) We make no representations and give no warranties that any Client who purchases such a Work or Domain Name will have all the rights necessary to use or exploit that Work or Domain Name, in any manner whatsoever; 

(c) We do not have any role, and will not participate in the registrations (or transfer of registrations) in respect of such Works or Domain Names; and

(d) We do not undertake any searches or other verification processes in respect of any such Works or Domain Names. 

 

5 Resellers/White-Labelling

5.1 Designer acknowledges and agrees that Client(s) may reproduce and display the Works it has purchased, and on-sell such Works to third parties, and that this may be done without an acknowledgement that the Designer is the creator of the Work(s).

5.2 Designer: 

(a) warrants that written consents have been obtained from all persons and/or entities engaged by Designer in the production of the Work in respect of the Client’s rights under this Agreement without infringement of any Moral Rights in the product of their services; 

(b) waives, and must ensure that all authors waive, any Moral Rights they may have in the Work; and

(c) consents to Client exercising all rights as afforded under this Agreement and reproducing or otherwise exploiting the Work (and any part thereof) without infringement of Designer’s Moral Rights, and to doing any other acts that might otherwise infringe Designer’s Moral Rights.

6 Designer/Client Contract and Nature of Service

6.1 Contract between Designers and Clients. You acknowledge that:

(a) when a Client purchases any Work(s), the Designer and Client enter into a legally binding agreement with each other in the form of the Designer/Client Contract that governs (amongst other things) the originality of work and the transfer of copyright from Designer to Client in respect of the Work(s). A copy of this contract can be found here: Designer/Client Contract;

(b) We are not a party to the Designer/Client Contract;

(c) to the extent permitted by law, We are not responsible for, and will not be liable in respect of, any breach or failure to perform by Designer or Client of any terms of the Designer/Client Contract; and

(d) to the extent permitted by law, We have no control over and do not accept responsibility for the acts or omissions of Designers, Clients or other third parties in connection with the Brandcrowd Service or Brandcrowd Site.

7 No Contact and Non-disclosure

7.1 A Designer must not contact a Client, and a Client must not contact a Designer, in respect of any Work(s) (whether or not such Work(s) are listed on the Brandcrowd Site) other than via the Brandcrowd Site.

7.2 You acknowledge the rights to privacy of the other users of the Brandcrowd Site and agree not to use or attempt to use any third party’s confidential and/or personal information without the express consent from that person in respect of all such proposed uses.

8 Fees 

8.1 In order to purchase any Work(s), a Client must first pay to Us the Fees.  

8.2 Designer acknowledges that if any Work(s) are purchased through the Brandcrowd Site, then the Designer is liable to pay to Us the Commission Fees in respect of such Work(s). Designer directs Us to deduct and retain an amount equal to the Commission Fees from the Fee that is payable to Designer in accordance with the Fees Schedule. Accordingly, We will first automatically deduct the Commission Fees from any payment a Designer receives.

8.3 You acknowledge that payment of the amount of the Fees to Us is not considered a payment to Us but is a payment to the successful Designer(s) in accordance with this Agreement, subject to the deduction of the Commission Fees.

9 Intellectual Property Rights 

9.1 You acknowledge that the ownership of Intellectual Property Rights in any applicable Works will be set out in the Designer/Client Contract.

9.2 By submitting Your Content to the Brandcrowd Site or in connection with the Brandcrowd Service You grant Us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, alter, amend, publish, and display the Your Content, on and in connection with the Brandcrowd Site and any of Our Associated Sites.  Designer and Client (as applicable) are each responsible for obtaining any consents or agreements that are required in respect of the licence granted in this clause.

9.3 You must immediately advise Us of any infringement or threatened infringement, unauthorised use, or attack or threatened attack on the validity of any Intellectual Property Rights in connection with Your Content which may come to Your attention and provide to Us at Your cost such assistance as We may reasonably require in relation thereto.

9.4 Upon purchasing any Work and becoming the owner of the rights in the Work pursuant to the Designer/Client Contract, Client grants Us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferrable licence to use, reproduce, alter, amend and display the Work (and all parts thereof) for promotional purposes on the Brandcrowd Site and any of Our Associated Sites, and in connection with the Brandcrowd Service (including without limitation in marketing materials, the press and on other websites owned or operated by Us).

9.5 Abuse of Copyright. You agree that You will report all intellectual property problems, offensive material or property violations to Us. If You believe Your rights have been infringed, You agree to email Us (with details of the same) at copyright@designcrowd.com

10 Brandcrowd Site

10.1 Use of the Brandcrowd Site is subject to its conditions of use, a copy of which is accessible via the Brandcrowd Site.

11 Definitions and Interpretation

11.1 Definitions

Capitalised Terms in this Special Terms and Conditions have the same meaning as given in the Common Terms of Use, unless otherwise indicated.  

In this Special Terms and Conditions, unless the context otherwise requires:

"Brandcrowd Service" means the service provided by Us pursuant to this Agreement and as described in clause 2;

"Brandcrowd Site" means www.Brandcrowd.com and its subdomains or any other replacement website as may be notified by Us to You;

"Client" means a person or entity that registers with Us as a "Client" in accordance with Our registration procedure; 

"Commission Fees" means the fee for the Designer’s use of the Brandcrowd Service which will be at the rate specified in the Fees Schedule;

"Designer" means a person or entity that registers with Us as a "Designer" in accordance with Our registration procedure; 

"Designer/Client Contract" means the agreement between a Designer and a Client which transfers rights in the Works to the Client as referred to in clause 6;

“Domain Name” means a domain name registered to a Designer and which the Designer offers for sale on the Brandcrowd Site;

“Fees Schedule” means the page of the Brandcrowd Site that sets out the Fees. 

"Revision(s)" means minor changes to the Work(s) (including without limitation changes in colour, text, content, size, layout) and/or small and immaterial modifications to the concept of the Work(s);

"Work(s)" means designs, artwork, photographs, text, copy and other works created by a Designer and submitted to the Brandcrowd Site; and

"Your Content" means all content and materials uploaded, provided or submitted by You or on Your behalf as a Designer or Client (as applicable) to the Brandcrowd Site or otherwise in connection with the Brandcrowd Service, and including without limitation any logos, designs, images, documentation, written and/or audio-visual content, music, recordings, photographs, illustrations, information or specifications.